Unassociated Document


    ALLEGRO
      BIODIESEL CORPORATION, INC.

     

    AMENDMENT
      OF STOCK OPTION AGREEMENT

    


    THIS
      AMENDMENT OF STOCK OPTION AGREEMENT (the “Amendment”) is entered into as of
      March 14, 2007 (the “Effective Date”), between Paul Galleberg (“Optionee”) and
      Allegro Biodiesel Corporation, a Delaware corporation (the “Company”).


     

    RECITALS

    


    WHEREAS,
      the Optionee was granted an option to purchase 36,124 shares of the Company’s
      common stock on August 11, 2006 subject to the shareholders of the Company
      approving the Company’s 2006 Incentive Compensation Plan (the “Stock
      Option”);

    


    WHEREAS,
      the stock option agreement evidencing the Stock Option (the “Option Agreement”)
      provides that the Stock Option shall expire and terminate as of March 15, 2007,
      subject to Optionee’s continued employment or service with the Company through
      such date; and

    


    WHEREAS,
      the Optionee and the Company desire to amend the Option Agreement to extend
      the
      expiration date of the Stock Option pursuant to the terms and conditions set
      forth below.

     

    AGREEMENT

    


    NOW
      THEREFORE, in consideration of the foregoing and the mutual agreements contained
      herein and intending to be legally bound hereby, the parties hereby agree that
      the Option Agreement shall be amended effective as of the Effective Date to
      the
      extent necessary give effect to this Amendment as follows:

     

    1.  Expiration
      Date.
      Notwithstanding anything in the Option Agreement to the contrary the Stock
      Option shall expire and terminate on the earlier of (a) December 31, 2007 or
      (b)
      the date the Stock Option would have otherwise terminated in connection with
      Optionee’s termination of employment or service with the Company pursuant to the
      Option Agreement as in effect prior to this Amendment or the Company’s 2006
      Incentive Compensation Plan, as amended from time to time. 

     

    2.  Continuation
      of Other Terms.
      Except
      as set forth herein, all other terms and conditions of the Option Agreement
      shall remain in full force and effect. 

     

    3.  Complete
      Agreement.
      This
      Amendment and the Option Agreement together constitute the entire agreement
      between Optionee and the Company with respect to the Stock Option and they
      are
      the complete, final and exclusive embodiment of their agreement with regard
      to
      this subject matter. This Amendment is entered into without reliance on any
      promise or representation other than those expressly contained herein.


     

    4.  Further
      Assurances.
      The
      Optionee agrees to promptly take, or cause to be taken and to do, or cause
      to be
      done, acts (including signing all documents, agreement or instruments)
      necessary, proper or advisable to consummate and make effective the transactions
      contemplated hereby as reasonably requested by the Company or any affiliate
      thereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.  Applicable
      Law.
      This
      Amendment shall be governed by the law of the State of California as such laws
      are applied to agreements between California residents entered into and to
      be
      performed entirely within the State of California.

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
      as
      of the date first written above.

     

     

    
      	 	
              ALLEGRO
                BIODIESEL CORPORATION, INC. 

              


              


              


              By:
                /s/  W. Bruce Comer III

               

              Name:
                W. Bruce Comer III

              


              Title
                CEO

               

              OPTIONEE

              


              


              


              /s/
                Paul
                Galleberg

              Paul
                Galleberg

            


    

    


     

    
      
        
        

      

      
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